This Services Agreement (this “Contract”) is to be considered automatically entered into by any persons digitally accessing this document (“Client”) and DISRUPT MOTION INC DBA DISRUPTMOTION, a QUEBEC INC (the “Agency”). This engagement between Agency and Client is to be considered active starting on the transaction date of purchase made by Client, as reflected on Agency’s payment processor records (Stripe.com) or (wise.com)(”Effective Date”).
DEFINITIONS
“Work Product”: The video asset(s) that Agency creates for Client. Video production services limited to scripts, storyboarding, editing, 2D motion design, 3D animation*, sound design, stock asset provision, and creative consulting.
“Request”: Written notification by Client for Agency to perform a desired modification to the work product
“Changes” and “Revisions”: Modifications and or edits performed on Work Product pursuant to Client’s request
“Approval”: Written notification by Client to Agency that project is approved
“USD”: United States Dollars ($)
”Portal”: Client’s account with login
1. WORK AND PAYMENT
1.1 Project.
The Client is hiring the Agency to do the following: Render video production services limited to storyboarding, 2D motion design, 3D animation*, sound design, stock asset provision, and creative consulting. Each individual Work Product is not to exceed 60 seconds (except for the custom studio package at $7499/month) of run time duration unless deemed necessary by Agency and agreed upon in writing. Client acknowledges Agency is not assisting in the setup of paid advertising campaigns or any other services related to advertising and marketing.
1.2 Schedule
Agency will begin work on date that Client purchases Work Product, and the work is ongoing in accordance with Section 1.5 and Section 5 or final approval by Client. This Contract can be terminated by either the Client or the Agency pursuant to the terms of Section 5, Term and Termination.
1.3 Onboarding
The Client acknowledges and agrees that all supporting files and documents required by Agency to execute Work Product must be uploaded to “Brand Assets” section of Client’s Portal no later than 7 calendar days after payment. Furthermore, client must also submit their first Task in the “Projects” section of Client Portal within 7 calendar days after payment. If Client fails to execute the aforementioned onboarding procedure, this Agreement is automatically terminated 8 calendar days after payment with no possibility of refund. Furthermore, Agency is not obligated to execute changes to Work Product in any Phase (outlined in 1.4) if Client omits, neglects, or erroneously executes the onboarding procedure in any way, including but not limited to: Uploading old branding, leaving questions blank, not uploading photos, designs, source files, and any other supporting documents required by Agency for full execution of Work Product.
1.4 Approvals
The Client acknowledges and agrees that the Work Product, including scripting, storyboarding, and animation, shall each be treated as it’s own project phase, and therefore undergo separate approval phases. Once the Client provides written approval for the Work Product in each phase, the Agency is not obligated to revisit or execute changes to previously approved phases. Furthermore, the Agency shall not commence the next phase of work on the Work Product until the current phase has been approved in writing by the Client, specifically stating “Approved”. This mutual understanding establishes a clear framework for the approval process and ensures efficient progression through each phase of Work Products.
1.5 Timeline
Client has 7 calendar days to request Changes to each Work Product created by Agency after delivery. If no approval occurs before the 7 day period, Agency retains the right to charge Client $500 to cover operational expenses caused by delay. The total sum charged for delay is not to exceed $1,500 if multiple Work Products need approval. If no approval occurs 7 days thereafter, Agency is not obligated to provide any further Changes to Work Product. Client acknowledges Agency will provide up to 7 Revisions per each work product for the solo plan $2499, unlimited revisions per each work product for the starter, the scale up and custom plan . Additional revisions will incur an additional charge of $50 per requested revision. Agency is responsible to provide Changes to Client in a reasonably time sensitive manner.
1.6 Client Use of Work Product
Client acknowledges if they use Work Product in any manner prior to requesting Revisions/Changes as defined in Section 1.3, Work Product will automatically be approved by Client. Use of Work Product includes but is not limited to posting on social media platforms, use in the stream of commerce, use in marketing materials, or use on any digital, video, or physical platform.
1.7 Payment
Client agrees to pay the Agency a fixed fee in USD ($) in accordance with the duration and number of Work Products ordered in any single transaction: (a) $2499 USD for one 30 second Work Product, (b) $3499USD for one 60 second Work Product, or, (c) $5999 USD for up to 4 video of 60 second Work Products per month, one request at at time, or, (d) $7499 USD per month for any video lenght, one request at at time purchased in one transaction. No additional fees shall be payable to Agency under this Contract unless otherwise agreed to in writing by Client. Client acknowledges any fee paid to Agency is non-refundable.
1.8 Results
Due to the creative nature of the services being performed by Agency and by Client’s signing of this agreement, Client understands the delivered Work Product by Agency does not include any guarantee of results.
1.9 Invoices
Agency will charge Client a one-time, non-refundable fee according to the amounts outlined in the rate schedule (Chapter 1, Section 1.5 “Payment”) immediately via Stripe or Paddle upon onboarding once Client has signed this Contract. In addition to all other remedies available under this Agreement or at law (which Agency does not waive by the exercise of any rights hereunder), Agency shall be entitled to suspend the provision of any Services if Client fails to pay any fees immediately with written notice.
2. OWNERSHIP AND LICENSES
2.1 Client Owns All Work Product
Agency is creating Work Product for Client. Work Product includes but is not limited to the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and any other material Agency works on to render services under this Contract—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Agency hereby gives Client this Work Product once the Client pays for it in full. Agency is granting Client all of its rights, titles, and interests in and to the Work Product (including intellectual property rights), expected as specified in Section 2.2, and Client will be the sole owner.
2.2 Agency’s Use Of Work Product Client grants a non-exclusive, world-wide, royalty free right and license to Agency for any intellectual property in perpetuity to use Product as part of portfolios and websites, in galleries, for any and all marketing purposes, and in other media, so long as it is to showcase the work and not for any other purpose.
2.3 Agency’s Right To Use Client IP During the Term of this Contract, Client hereby grants to Agency a non-exclusive, world-wide, royalty free right and license to any intellectual property owned by Client solely for the purposes of performing the services under this Contract. Client also covenants, on behalf of itself and its affiliates, not to bring any action or other proceeding for infringement or other violation of any intellectual property owned or controlled by Client with respect to any services provided under this Agreement.
3. NON-SOLICITATION
Until this Contract ends, the Agency won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended.
4. REPRESENTATIONS
4.1 Overview
This section contains important promises between the parties.
4.2 Authority To Sign
Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
4.3 Agency Has Right To Give Client Work Product
Agency promises that it owns the Work Product, Agency is able to give the Work Product to the Client, and that no other party will claim that it owns the Work Product. If Agency uses employees or subcontractors, Agency also promises that these employees and subcontractors have signed contracts with the Agency giving the Agency any rights that the employees or subcontractors have related to the Agency’s intellectual property rights and Work Product.
4.4 Agency Will Comply With Laws
Agency promises that the manner it does this job, its Work Product, and any intellectual property it uses to comply with applicable U.S. and foreign laws and regulations.
4.5 Work Product Does Not Infringe
Agency promises that its Work Product does not and will not infringe on someone else’s intellectual property rights, Agency has the right to let the Client use the intellectual property, and that this Contract does not and will not violate any contract that the Agency has entered into or will enter into with another party.
4.6 Client Will Review Work
The Client promises to review the Work Product in a timely manner, to be reasonably available to Agency, and to provide timely feedback and decisions.
4.7 Client-Supplied Material Does Not Infringe
If Client provides Agency with material to incorporate into the Work Product, the Client promises that this material does not infringe a third party’s intellectual property rights. Client agrees to indemnify Agency against any third party intellectual property claims, actions, or lawsuits.
5. TERM AND TERMINATION
This Contract is ongoing until client approval or completion of ten (10) individual revisions of Work Product by Agency. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within five (5) business days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) is dissolved or liquidated or takes any corporate action for such purpose.
In addition to any remedies that may be provided under this Agreement, Agency may terminate this Agreement with immediate effect upon written notice to Client, if Client:
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fails to pay any amount when due under this Agreement and such failure continues for three (3) business days after Customer’s receipt of written notice of nonpayment;
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has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
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becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or
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has not communicated with Agency for a time period of 7 consecutive calendar days; or,
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Client has not provided all materials required to complete all Work Products within 7 calendar days of signing.
6. INDEPENDENT CONTRACTOR
The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7. CONFIDENTIAL INFORMATION
From time to time during the Term of this Contract, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 5 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL AGENCY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL AGENCY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO AGENCY PURSUANT TO THIS CONTRACT.
9. INDEMNITY
9.1 Overview
This section transfers certain risks between the parties if a third party sues or goes after the Client or the Agency or both. For example, if the Client gets sued for something that the Agency did, then the Agency may promise to come to the Client’s defense or to reimburse the Client for any losses.
9.2 Client Indemnity
In this Contract, the Agency agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Agency has done under this Contract; (ii) a breach by the Agency of its obligations under this Contract; or (iii) a breach by the Agency of the promises it is making in Section 4 (Representations).
9.3 Agency Indemnity
In this Contract, the Client agrees to indemnify the Agency (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
10. GENERAL
10.1 Assignment
This Contract applies only to Client and Agency. Agency cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, Client may assign its rights and delegate its obligations under this Contract without Agency’s permission.
10.2 Arbitration
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
10.3 Modification; Waiver
To modify this Contract, Client and Agency must agree to any change in writing. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
10.4 Notices
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if the notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00 pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day.
10.5 Severability
If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
10.6 Signatures
Client and Agency must sign this document. Electronic signatures will count as originals for all purposes.
10.7 Governing Law
The laws of the state of Minnesota govern the rights and obligations of Client and Agency under this Contract, without regard to conflict of law principles of that state.
10.8 Client’s Acts or Omissions
If Agency’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Agency shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
10.9 Waiver
No waiver by Agency of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Agency. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Contract operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10.10 Entire Contract
This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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Last updated Jan 20 2024
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